TERMS AND CONDITIONS FOR THE SUPPLY OF CONSULTANCY SERVICES

PLEASE READ THESE TERMS CAREFULLY BEFORE SUBMITTING AN APPLICATION TO REGISTER AS A CONSULTANT.

These terms apply to all Consultants that provide a Service through our mobile applications and/or our tablet applications (App).

If you think that there is a mistake in these terms or require any clarification, please contact us to discuss. To contact us, please email Admin@countymedical.co.uk or telephone on 0800 037 0036. For other options, please visit Contact Us on our website.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in these terms (unless the context requires otherwise).

1.1 Definitions:

1. Agreed Purposes: The provision of medical services in accordance with the Client privacy policy.

2. Business Day: A day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

3. Consultant:the person, company or entity from whom the Client purchases the Services. This shall include but is not limited to general practitioners, consultants, doctors, dieticians, and physiotherapists.

4. Client:County Medical Services Limited incorporated and registered in England and Wales with company number 13733150 whose registered office is at 93 Tabernacle Street, London, EC2A 4BA.

5. Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant's use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Client or the Consultant's computer systems or other electronic equipment during the Engagement.

6. Confidential Information:information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, patients, suppliers, services, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Client or any of its suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with their Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

7. Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:as set out in the Data Protection Legislation.

8. Data Discloser: a party that discloses Shared Personal Data to the other party.

9. Data Protection Legislation:all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)];

10. UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

11. Deliverables: any outputs of the Services and any other documents or materials provided by the Consultant to the Client and any other documents and materials provided by the Consultant to the Client in relation to the Services (excluding the Consultant's equipment).

12. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

13. Insurance Policies: Medical indemnity insurance.

14. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

15. Mandatory Policies: The Client’s policies, procedures and codes of practice that it has in place from time to time.

16. Permitted Recipients: The parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.

17. Services: The services provided by the Consultant in a consultancy capacity for the Client as specified in clause 3.

18. Shared Personal Data: The personal data to be shared between the parties under clause 9 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: identity data, contact data, race, ethnic origin, health data, sex life and sexual ordination.

19. Termination Date:The date of termination of these terms, however arising.

1.2 Interpretation:

• A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision
• Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• A reference to writing or written includes email.

2. Term of engagement

2.1 In order to register as a consultant, the Consultant shall submit an application using the application process through the Client’s App or by email at admin@countymedical.co.uk , and providing the following documents:

• a. proof of ID.
• b. curriculum vitae.
• c. registration with general medical council and license to practice or equivalent professional body.
• d. Evidence of being on the specialist register or medical performers list or registered with CQC.
• e. valid and current disclosure barring service check.
• f. evidence of medical indemnity insurance.
• g. information commissions office registration.
• h. reference letter from NHS or private hospital; and
• i. Bank account details (once accepted for payment of fees).

the Client reserves the right to request further information from the Consultant at its discretion. The Client reserves the right to decline any application without further explanation to the Consultant. If the consultant is employed by the NHS in a substantive capacity or has admitting privileges at a private hospital which is a designated body and which observers the Medical Practitioner Assurance Program (MPAF), the client, at its discretion, may exempt the consultant from needing to submit documents b through to g above.

2.2 The Client shall consider the Consultants application. If the Client is satisfied it will email the Consultant accepting the application, at which point a contract come into force (Commencement Date)subject to these terms (Engagement).

2.3 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:

• as provided by the terms; or
• by either party giving to the other not less than 4 weeks' prior written notice

2.4 The Client shall engage the Consultant and the Consultant shall provide the Services on these terms.

3. Supply of Services

3.1 The Consultant shall during the Engagement provide medical consultations to patients which may include but is not limited to the following:

• reviewing patient history and symptoms;
• consult with patients online;
• provide medical advice via chat facility or online video and audio facility;
• issue medical certificates and letters;
• issue investigation requests;
• issue online prescriptions; and
• arrange further appointments or support if required

together (the Services).

3.2 The Consultant shall meet any performance dates for the Services specified by the Client from time to time.

3.3 In providing the Services, the Consultant shall:

• be responsible for their own secretarial and support staff;
• be responsible for making and maintain patient records in accordance with the GMC requirements;
• be responsible for all equipment, tools and other such items that may be required to provide the Services;
• be responsible for maintaining security and access to the App and ensuring there is no unauthorised access by secretarial/support staff;
• provide the Services remotely from their own premises;
• ensure that the Services are provided efficiently and in a timely fashion; and
• ensure that all information regarding the Services is up to date and correct.

4. Duties and obligations

4.1 During the Engagement the Consultant shall:

• provide the Services, including the Deliverables, with the best care, skill and diligence in accordance with best practice in the Consultant’s industry, profession or trade; and
• promptly give to the Client all such information and reports as it may require in connection with matters relating to the provision of the Services, including the Deliverables, or the Client’s App.

4.2 During the Engagement using the App the Consultant shall:

• be responsible for setting their own working hours; and
• agreeing the length and fees for consultations with the Client’s patients.

4.3 During the Engagement the Consultant acknowledges and accepts that the following information may be displayed publicly on the Client’s App:

• name;
• practice address(es) and contact details;
• professional email address;
• specialism;
• picture;
• about me;
• scope of practice;
• qualifications;
• schedule of availability – length of session; and
• charges, (together the Consultant Profile Information)

and the Consultant undertakes to keep all the Consultant Profile Information correct and up to date.

4.4 If the Consultant is unable to provide the Services due to illness or injury, they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with 5 in respect of any period during which the Services are not provided.

4.5 The Consultant shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.

4.6 Unless they have been specifically authorised to do so by the Client in writing, the Consultant shall not:

• have any authority to incur any expenditure in the name of or for the account of the Client; or
• hold themselves out as having authority to bind the Client.

4.7 The Consultant shall comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force where the Services are provided and report to the Client any unsafe working conditions or practices.

4.8 The Consultant shall:

• comply with the Client's Mandatory Policies;
• allow the Client access to their account if required for legal or regulatory purpose;
• comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
• not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
• promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of these terms;
• comply with the Client requests to participate in quality assurance programmes including but not limited to responding to audits, complaints, patient feedback requirements and reporting critical incidents and/or concerns;
• follow all App governance and security requirements imposed by the Client from time to time;
• respond in good time and with the reasonable diligence as contact made by the Client’s management team from time to time;
• comply with all principles set out in the GMC’s practice guide;
• address any clinical concerns raised promptly and with the best care, skill and diligence;
• not to download or keep any video or audio recordings of any consultations provided in connection with the Services;
• observe all health and safety rules and regulations and any other security requirements that apply;
• annually certify to the Client in writing their compliance with this clause 4.8. The Consultant shall provide such supporting evidence of compliance as the Client may reasonably request;
• during the Engagement be registered with the Information Commissioners Office;
• maintain adequate security measures to protect patient confidentiality.
• not engage in any activity, practice or conduct which would constitute either:
  • a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
  • a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017; and
• promptly report to the Client any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of these terms,

the failure to comply with this clause 4.8 may result in the immediate termination of these terms.

4.9 The Consultant shall be permitted to appoint secretarial and support staff who may access the secretarial portal section of the Consultants account on the App. Where the Consultant permits access by any secretarial and/or support staff to the their account or the secretarial portal in their account the Consultant shall:

• maintain supervision over secretarial and support staff; and
• Indemnify the Client for any against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Client arising out of, or in connection with any claim made against the Client by a patient and/or by a third party arising out of, or in connection with, any actions of the secretarial and/or support staff.

5. Fees

5.1 In consideration for the Services provided by the Consultant the Client shall pay to the Consultant the fees. The fees for the Services shall be calculated by the Client and set out in the accounts section of the Consultants profile which shall provide a breakdown of the Services provided (Payment Statement). The Payment Statement shall be conclusive of all fees due to the Consultant subject to any manifest error.

5.2 In consideration of the use of the App by the Consultant, the Client shall deduct from the fees set out in clause 5.1 an administration fee calculated as follows:

• Where the Consultant has provided Services to a patient where they have paid in advance through the App then the Consultant shall pay to the Client 18% of the gross fee paid per patient (inclusive of VAT);
• Where the Consultant has provided Services to a patient, and they have the benefit of private medical insurance the Consultant shall pay to the Client a fixed rate of £12 per patient (inclusive of VAT);
• Where the Consultant has provided Services to a patient free of charge then no fee shall be paid to the Client, up to a maximum of five free consultations per month. In the event that Consultant exceeds this limit then the Consultant shall be charged in accordance with clause 5.2(b); and
• In the event that a consultation last longer than 30 minutes then the Consultant may be charged at a variable rate depending on the length of the consultation, which applies from time to time.

(together the Administration Fees ).

5.3 The fees set out in this clause 5.1 shall only be payable to the Consultant following receipt of payment from the patient by the Client and shall be subject to deduction of any Administration Fees set out in clause 5.2..

5.4 The fees due to the Consultant in accordance with clause 5.1 shall calculated monthly in arrears and payment of the fees made to the Consultant within 14 days of the end of each calendar month.

5.5 The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Client at any time.

5.6 Payment in full or in part of the fees claimed under 5 shall be without prejudice to any claims or rights of the Client against the Consultant in respect of the provision of the Services.

5.7 Consultants can choose to take advantage of the enhanced benefits the client is able to offer including; the option for variable charging rates, marketing support, access to promotional schemes, business within business options and closer involvement in developing the CMS offering. In such cases the client will be charged an additional fixed monthly fee of £120 per month. This fee can be cancelled with three month's notice.

6. Expenses

The Consultant shall bear their own expenses incurred during the Engagement.

7. Other activities

Nothing in these terms shall prevent the Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement provided that such activity does not cause a breach of any of the Consultant's obligations under these terms.

8. Confidential information

8.1 The Consultant acknowledges that during the Engagement they will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this 8.

8.2 The Consultant shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

• any use or disclosure authorised by the Client or required by law; or
• any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure.

8.3 At any stage during the Engagement, the Consultant will promptly on request return all and any Client Property in their possession to the Client.

9. Data protection

9.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

9.2 Effect of non-compliance with Data Protection Legislation Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

9.3 Particular obligations relating to data sharing. Each party shall:

• ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
• give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
• process the Shared Personal Data only for the Agreed Purposes;
• not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
• ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
• ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
• not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

9.4 Consultant assistance. The Consultant shall assist the Client in complying with all applicable requirements of the Data Protection Legislation. In particular, the Consultant shall:

• consult with the Client about any notices given to data subjects in relation to the Shared Personal Data;
• promptly inform the Client about the receipt of any data subject rights request;
• provide the Client with reasonable assistance in complying with any data subject rights request;
• not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the Client wherever possible;
• assist the Client, at the cost of the Consultant, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
• notify the Client without undue delay on becoming aware of any breach of the Data Protection Legislation;
• at the written direction of the Data Disclosure, delete or return Shared Personal Data and copies thereof to the Data Disclosure on termination of this agreement unless required by law to store the Shared Personal Data;
• use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
• maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by the Client or the Client's designated auditor; and
• provide the Client with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

9.5 Indemnity. The Consultant shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Client arising out of or in connection with the breach of the Data Protection Legislation by the Consultant, its employees or agents, provided that the Client gives to the Consultant prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

9.6 The Client will collect and process information relating to the Consultant in accordance with the privacy notice which is available on request.

10. Intellectual property

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Client Property) shall be owned by the Consultant.

10.2 The Consultant grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Client Property) for the purpose of receiving and using the Services and the Deliverables.

10.3 The Client grants the Consultant a fully paid-up, exclusive, royalty-free non-transferable licence to copy any materials provided by the Client to the Consultant for the term of the Engagement for the purpose of providing the Services to the Client.

10.4 All Client Property is the exclusive property of the Client.

11. Insurance and liability

11.1 The Consultant shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant of these terms including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies

11.2 The Consultant shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client.

11.3 The Consultant shall on request supply to the Client copies of such Insurance Policies and evidence that the relevant premiums have been paid.

11.4 The Consultant shall notify the insurers of the Client's interest and shall cause the interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Client against the Consultant in respect of which the Consultant would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Consultant shall use all insurance monies received by them to indemnify the Client in respect of any claim and shall make good any deficiency from their own resources.

11.5 The Consultant shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Consultant is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultant shall notify the Client without delay.

12. Indemnity

12.1 The Consultant shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Client arising out of or in connection with:

• any claim brought against the Client for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding the Client Property); and
• any claim made against the Client by a patient and/or by a third party arising out of, or in connection with, the supply of the Services (including the acts of any secretarial and/or support staff).

12.2 This clause 12 shall survive termination of these terms.

13. Termination

13.1 Notwithstanding the provisions of e 2.3, the Client may terminate the Engagement with immediate effect with no liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant

• commits any gross misconduct affecting the Client
• commits any serious or repeated breach or non-observance of any of the provisions of these terms or refuses or neglects to comply with any reasonable and lawful directions of the Client;
• is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
• is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services;
• is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
• dies or is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 12 weeks in any 52-week consecutive period;
• commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Consultant or the Client into disrepute or is materially adverse to the interests of the Client;
• commits any breach of the Client's policies and procedures;
• commits any offence under the Bribery Act 2010;
• fails to comply with its obligations at clause 10.1; or
• commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

13.2 The rights of the Client under se 13.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach these terms on the part of the Consultant as having brought the terms to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

14. Obligations on termination

On the Termination Date the Consultant shall:

• immediately deliver to the Client all Client Property and original Confidential Information in their possession or under their control;
• subject to the Client's data retention guidelines, irretrievably delete any information relating to the Client’s App stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in their possession or under their control outside the premises of the Client. For the avoidance of doubt, any patient records recorded or made during the Engagement must be retained for the period prescribed by law; and
• provide a signed statement that they have complied fully with their obligations under this 14, together with such evidence of compliance as the Client may reasonably request

15. Status

15.1 The relationship of the Consultant to the Client will be that of independent contractor and nothing these terms shall render them an employee, worker, agent or partner of the Client and the Consultant shall not hold themselves out as such.

15.2 These terms constitute a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Client for and in respect of:

• any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Consultant shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in. consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client's negligence or wilful default; and
• any liability arising from any employment-related claim, or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client.

15.3 The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

16. General

16.1 Assignment and other dealings.

• The Client may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms.
• The Consultant shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms.

16.2 Entire agreement.These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.3 VariationExcept as set out in these terms, no variation of these terms, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

16.4 Waiver.A waiver of any right or remedy under these terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 SeveranceIf any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity or enforceability of the rest of these terms. If any provision or part-provision of these terms is deemed deleted under this 16.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provisions.

16.6 Notices

• Any notice or other communication given to a party under or in connection with these terms shall be in writing and sent to the party at the address specified in these terms or set out in the Consultant’s application form.
• A notice or other communication shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 16.6(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• This ause 16.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.7 Third party rights.

• Unless it expressly states otherwise, these terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.
• The rights of the parties to rescind or vary these terms are not subject to the consent of any other person

16.8 Governing law. These terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales

16.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or its subject matter or formation.